EXHIBIT 3.8
AMENDED AND RESTATED
BYLAWS OF
BRITTAIN MACHINE, INC.
A Kansas corporation (the "Corporation")
ARTICLE I
GOVERNMENT
SECTION 1. The government and control of the Corporation shall be vested in
a Board of Directors.
ARTICLE II
OFFICES
SECTION 1. The address of the principal offices of the Corporation shall be
the address of its corporate offices from time to time in the State of Kansas.
The Corporation may also have offices at such other places as the Board of
Directors may from time to time designate even outside the State of Kansas, as
the business of the Corporation may require.
ARTICLE III
CORPORATE SEAL
SECTION 1. The corporate seal of the Corporation shall contain the full
corporate name of the Corporation, the location of its principal office and the
word "SEAL."
ARTICLE IV
CONVEYANCES
SECTION 1. Any and all instruments of conveyance, deeds, assignments,
mortgages, pledges, releases, trust indentures, or other instruments of
conveyance, transfer, mortgage or pledge shall be deemed to be valid and
sufficient when the same are signed and executed in the name of the Corporation
(and acknowledged where required) by either the President or the Secretary, and
when the same are attested by the Secretary or Secretary-Treasurer or Assistant
Secretary of the Corporation, under the corporate seal thereof.
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ARTICLE V
STOCKHOLDERS
SECTION 1. PLACE OF MEETING. All meetings of the stockholders shall be held
at the principal place of business in this state, or at such places as may be
designated by the Board of Directors, either within or without the State of
Kansas.
SECTION 2. DATE OF ANNUAL MEETING. An annual meeting of stockholders shall
be held each year on a date and at a time designated in writing by the Board of
Directors.
SECTION 3. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
law, or by these bylaws; if, however, such majority shall not be personally
present or represented at any meeting of the stockholders, the stockholders
present in person and by proxy shall have the power to adjourn the meeting from
time to time without notice other than announcement of the meeting, until the
requisite amount of voting stock shall be present at such adjourned meeting, and
any business may be transacted at the meeting as originally notified.
SECTION 4. VOTING POWER AND WHO MAY VOTE. Each stockholder shall be
entitled to one vote in person, or by proxy for each share of the corporate
stock held by said stockholder. No stockholder shall be entitled to vote at any
election for directors unless the records of the Corporation show he has been
the owner of capital stock of the Corporation, and such stock has been
transferred on the books of the Corporation within twenty (20) days next
preceding such election of directors.
SECTION 5. VOTE BY BALLOT, VIVA VOCE, OR BY SHOWING OF HANDS. All elections
of directors and vote upon any other question, except as otherwise provided by
law or unless otherwise provided by resolution of the Board of Directors, may be
had by ballot, viva voce, or by showing of hands unless a stockholder, at least
five (5) days prior to the date of any meeting or the election of directors,
requests in writing a vote by ballot, and then the election of directors shall
be by ballot.
SECTION 6. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
shall be mailed by the Secretary, or an Assistant Secretary, to each stockholder
entitled to vote thereat, at such address as appears on the stock book of the
Corporation, at least ten (10) days prior to the date of the meeting, unless
such notice is waived in writing.
SECTION 7. VOTING LIST OF STOCKHOLDERS; PREPARATION; INSPECTION. It shall
be the duty of the Secretary who shall have charge of the stock ledger of the
Corporation to prepare a list of the stockholders who may be eligible to vote
(at least ten days before the time set for said stockholders' meeting, and said
list shall be produced and kept at the time and place of election during the
whole time thereof and subject to the inspection of any stockholder who may be
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present. The original or duplicate stock ledger shall be the only evidence as to
who are the stockholders who are entitled to examine such list or the books of
the Corporation or to vote in person or by proxy at such election. The original
or duplicate stock ledger containing the names and addresses of the stockholders
and their respective number of shares shall, at all times during the usual hours
of business, be open to the examination of every stockholder, at its registered
office in this state.
SECTION 8. SPECIAL MEETING. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or a majority of the Board of Directors, and shall be called by
the President or Secretary at the written request of a majority of the
stockholders entitled to vote. Such request shall state the purpose or purposes
of the proposed meeting.
SECTION 9. BUSINESS TRANSACTED. Business transacted at all special meetings
shall be confined to the object stated in the call.
SECTION 10. NOTICE OF SPECIAL MEETINGS. Written notice of all special
meetings of the stockholders, stating the time, place and object thereof, shall
be mailed, postage prepaid, at least five (5) days before such meeting, to each
stockholder entitled to vote thereat, at such address as appears on the books of
the Corporation, unless notice is waived in writing.
SECTION 11. INSPECTION OF RECORDS. Every stockholder shall have the right
to examine in person, or by agent or attorney, at any reasonable time and for
any reasonable purpose, the bylaws, stock register, books of account and records
of the proceedings of the stockholders and directors, and to make copies or
extracts of the same at his sole expense.
ARTICLE VI
DIRECTORS
SECTION 1. NUMBER AND QUALIFICATION. The number of directors of the
Corporation shall be not less than one nor more than fifteen.
Directors shall be elected at the annual meeting of the stockholders, and
each director shall be elected to serve for one year and until his successor
shall be elected and qualified. A director need not be a stockholder and shall
be deemed qualified as such when he shall have filed written acceptance of his
election to the office.
SECTION 2. QUORUM. A majority of the directors shall constitute a quorum
for the transaction of business. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
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SECTION 3. PLACE OF MEETING. The directors may hold their meeting at the
principal place of business of the Corporation or at such other place or places
as they may from time to time determine, either within or without the State of
Kansas.
SECTION 4. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive
any stated salary for their services; however, by resolution of the Board of
Directors, a fixed sum and expense of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors;
provided, that nothing herein shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 5. ANNUAL MEETINGS OF THE BOARD. The annual meeting of the Board of
Directors shall be held immediately following the annual stockholders' meeting,
or at such other time as may be fixed by the consent in writing of all the
directors, and at such place as may be fixed by consent in writing of all the
directors; provided, however, that in the event the written consent is not
obtained of all the directors, the annual meeting shall be held at the same
place as the annual meeting of the stockholders, and immediately following the
annual stockholders' meeting.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held, without notice, at such time and place as shall from time to time be
determined by the Board of Directors.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the President, or by a majority of the Board of Directors, on two
(2) days' notice to each director, to be served personally, by mail, or by
telegram.
SECTION 8. RESIGNATION OF DIRECTORS AND FILLING VACANCIES. Any director or
officer of the Corporation may resign upon filing written resignation with the
Secretary of the Corporation, and such resignation shall become effective when
so filed unless some other effective date is set forth in the resignation.
Vacancies in the Board of Directors shall be filled by a majority of the
remaining directors, although less than a quorum remains, and any directors so
chosen to fill vacancies shall hold office until the next annual election or
until their successors have been duly elected and qualified, or unless sooner
displaced, or unless their term of office is terminated by resignation.
ARTICLE VII
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE, HOW APPOINTED. By the affirmative vote of a
majority of the directors, the Board of Directors may appoint from their number
an executive committee of not less than two (2) members which may make its own
rules of procedure and may meet at such place or places provided by such rules,
or by a resolution of the Board of
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Directors. A majority shall constitute a quorum and in every case the
affirmative vote of a majority of all the members of the committee shall be
necessary to the adoption of any resolution.
SECTION 2. EXECUTIVE COMMITTEE, POWERS. During the intervals between the
meetings of the Board of Directors, the executive committee shall have, and may
exercise, all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, including power to authorize the seal
of the Corporation to be affixed to all instruments and documents which may
require it, in such manner as such committee shall deem best for the interests
of the Corporation, in all cases in which specific directions shall not have
been given by the Board of Directors.
SECTION 3. OTHER COMMITTEES. The Board of Directors, by the affirmative
vote of a majority of directors, may appoint any other committees which shall
have, and may exercise, such powers as shall be conferred or authorized by the
resolutions appointing them, subject to such regulations as may be made by
resolution of the Board of Directors. A majority of such committees, composed of
two (2) or more members, may determine its action and fix the time and place of
its meetings.
SECTION 4. COMMITTEES, COMPENSATION. Members of either standing or special
committees may be allowed such compensation as the Board of Directors may from
time to time determine.
ARTICLE VIII
OFFICERS
SECTION 1. DESIGNATED OFFICERS. The officers of the Corporation shall be
chosen by the Board of Directors, and shall be a Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, President, one or more Vice
Presidents, Secretary and Treasurer. All officers shall hold office at the
pleasure of the Board of Directors. Any officer may resign at any time upon
written notice to the Corporation. Officers may, but need not, be directors. Any
number of offices may be held by the same person.
SECTION 2. OTHER OFFICERS. The Corporation may have such other officers and
agents as may from time to time be determined and appointed by the Board of
Directors, and for such terms as the Board of Directors may determine.
SECTION 3. TERM AND QUALIFICATION OF OFFICERS. The officers of the
Corporation, except as provided in Section 2 of this article, shall hold their
office until the next annual meeting of the Board of Directors, or until their
successors are chosen and qualified, unless their respective terms of office
have been terminated by resignation in writing, duly filed in the office of the
Secretary of the Corporation.
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SECTION 4. SALARIES. The salaries of the officers of the Corporation shall
be fixed by the Board of Directors.
SECTION 5. REMOVAL OF OFFICERS. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the whole Board of Directors.
SECTION 6. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of
the Board, subject to the control of the Board of Directors, shall have general
charge and control of all its business and affairs and shall have all powers and
shall perform all duties incident to the office of Chairman of the Board. The
Chairman shall preside at all meetings of the stockholders and at all meetings
of the Board of Directors and shall have such other powers and perform such
other duties as may from time to time be assigned by these Bylaws or by the
Board of Directors.
SECTION 7. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief
Executive Officer, subject to the control of the Board of Directors and the
Chairman of the Board, shall have general charge and control of all its
operations and shall have all powers and shall perform all duties incident to
the office of Chief Executive Officer. In the absence of the Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors and shall have such
other powers and perform such other duties as may from time to time be assigned
by these Bylaws or by the Board of Directors or the Chairman of the Board.
SECTION 8. PRESIDENT. The President shall have general and active
management of the business of the Corporation, subject to control by the Board
of Directors, the Chairman of the Board and the Chief Executive Officer and
shall see that all orders and resolutions of the Board of Directors are carried
into effect.
SECTION 9. VICE PRESIDENT. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors may
prescribe.
SECTION 10. SECRETARY. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders, and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for the Board of Directors. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors, or President, under whose supervision he shall be.
SECTION 11. TREASURER. The Treasurer shall have such duties as may be
prescribed by the Board of Directors, and he shall give bond indemnifying the
Corporation against larceny, theft, embezzlement, forgery, misappropriation,
wrongful abstraction, willful misappropriation, or other acts of fraud or
dishonesty, in such sum, and with such sureties, as may be determined
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from time to time by the Board of Directors. Such bond shall, if issued by other
than a corporate surety, be renewed at least every three (3) years.
SECTION 12. VACANCIES WORK NO DISSOLUTION - FILLING OF VACANCIES. The
failure to elect any officers or directors shall not dissolve the Corporation.
In the event of the failure to annually elect any officers or directors, or in
the event of any vacancy occurring, either by death, resignation, removal or
otherwise, in the Board of Directors, or of any officer, the remaining directors
or officers shall have the power to act and carry on the business of the
Corporation until such time as the vacancy is filled, as provided in Section 8
of Article VI, as pertains to vacancies in the Board of Directors. In the event
of one or more vacancies occurring as to any officer or registered agent, by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, the remaining members of the Board of Directors, by a majority
vote, may choose a successor, or successors, who shall hold office for the
unexpired term in respect to which such vacancy occurred.
ARTICLE IX
CAPITAL STOCK
SECTION 1. CERTIFICATES. The certificates of stock of the Corporation shall
have the name of the Corporation and the authorized capital stock of the
Corporation thereon. They shall be numbered consecutively and shall be entered
on the books of the Corporation as they are issued. They shall exhibit the
holder's name, and his number of shares, and shall be signed by the Chairman of
the Board, Chief Executive Officer, President, or a Vice President, and
Secretary or Treasurer, under the seal of the Corporation.
SECTION 2. TRANSFER OF STOCK. The shares of stock shall be deemed personal
property and transferable on the books of the Corporation only by the person
named in the certificate, or by attorney lawfully constituted in writing, and
upon surrender of the certificate therefor. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer.
SECTION 3. CLOSING OF TRANSFER BOOKS. The Board of Directors may close the
stock transfer books of the Corporation for a period not exceeding fifty (50)
days preceding the effective date of: (a) any meeting of the stockholders; or
(b) any payment of any dividends; or (c) any allotment of rights; or (d) any
change or conversion or exchange of capital stock; provided that, in lieu of
closing the transfer books, the Board of Directors are authorized to fix, in
advance, a date not exceeding fifty (50) days preceding the effective date of
any of the above enumerated transactions and, in such case, such stockholders,
and only such stockholders as shall be stockholders of record on the date so
fixed, shall be entitled to receive notice of any such transactions or to
participate in any such transactions, notwithstanding any transfer of any stock
on the books of the Corporation after such record date fixed as aforesaid.
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SECTION 4. LOST OR DESTROYED STOCK CERTIFICATES. New certificates of stock
may be issued in the place of any certificates heretofore issued and alleged to
have been lost or destroyed, upon the holder thereof, or his legal
representative, giving to the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of any such certificates; such bond to be in an amount as may be
authorized or approved by the Board of Directors; provided, however, that such
new certificate may be issued without requiring any bond when, in the judgment
of the directors, it is proper so to do.
ARTICLE X
MISCELLANEOUS
SECTION 1. ORDER OF BUSINESS AT STOCKHOLDERS MEETING. At any and all
meetings of stockholders, whether annual or special, the following order of
business shall be substantially observed insofar as is consistent with the
purpose of the meeting:
(a) Proof of notice of meeting
(b) Report as to quorum
(c) Reading of minutes of preceding meeting
(d) Report of President
(e) Report of Treasurer
(f) Election of directors
(g) Unfinished business
(h) New business
Provided, however, that the order of business may be changed by an affirmative
vote of a majority of the stockholders present.
SECTION 2. ORDER OF BUSINESS AT BOARD OF DIRECTORS MEETING. The order of
business at any meeting of the Board of Directors shall be substantially as
follows, insofar as is consistent with the purpose of the meeting:
(a) Proof of notice (if a special meeting)
(b) Reading of minutes of last meeting
(c) Report of officers or committees
(d) Election of officers
(e) Unfinished business
(f) New business
provided, however, that the order of business may be changed by an affirmative
vote of a majority of the directors present.
SECTION 3. EXECUTION OF CHECK, DEMANDS FOR MONEY OR NOTES. All funds of the
Corporation shall be deposited in a bank or financial institution designated by
the Board of
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Directors, and all checks or demands for money or notes of the Corporation shall
be signed by such officer or officers of the Corporation as the Board of
Directors may from time to time designate.
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be such as
may from time to time be determined by the Board of Directors.
SECTION 5. DIVIDENDS. Dividends upon the capital stock of the Corporation,
when earned, may be declared by the Board of Directors at any regular or special
meeting in accordance with the laws of the State of Kansas.
SECTION 6. NOTICES. Whenever, under the provisions of these bylaws, notice
is required to be given to any director, officer or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, by depositing the same in the post office in a postpaid sealed wrapper,
addressed to such stockholder, officer or director, at such address as appears
on the books of the Corporation, or, in default of other address, to such
director, officer or stockholder, at the general post office in the city of
Wichita, Kansas, and such notice shall be deemed to be given at the time when
the same shall be thus mailed. Notice to be given to directors may likewise be
given as otherwise provided in these bylaws.
Any stockholder, director or officer may waive any notice required to be
given under these bylaws.
ARTICLE XI
AMENDMENTS
SECTION 1. These bylaws may be altered, repealed or amended by the Board of
Directors, subject to the power of the stockholders to amend, alter or repeal
the bylaws.
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CERTIFICATE OF ADOPTION
OF AMENDED AND RESTATED BYLAWS
OF
BRITTAIN MACHINE, INC.
I, the undersigned, do hereby certify:
That I am the duly elected, qualified and acting Secretary of BRITTAIN
MACHINE, INC. (the "Company") and the attached amended and restated bylaws were
adopted as the bylaws of the Company on April 30, 1999 by the Board of Directors
of the Company pursuant to a resolution adopted by the Unanimous Written Consent
of the Board of Directors of the Company.
Dated effective the 30th day of April, 1999.
/s/ DOUGLAS B. SOLOMON
-----------------------------
Douglas B. Solomon, Secretary
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